Terms of Use and Privacy Policy

Last Updated: 12-14-2010

Welcome and thank you for visiting the ZIA website (hereinafter "Site"). Please read this Agreement carefully. If you are unwilling to accept the terms of use and privacy policy in this Agreement (hereinafter "Terms"), do not use the Site. If you do not agree to these Terms, your sole remedy is to discontinue use of the Site. By using the Site, you are indicating that you agree to follow and be bound by the Terms.

1. Identification of Parties

These Terms create a contractual agreement between you (also referred to as "your," or "yours") and ZIA (also referred to as "us," "we," or "our").

2. Interpretation of Agreement

A. Entire Agreement. This contract supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject of this contract. This contract contains all of the covenants and agreements between the parties with respect to the subject of this contract, and each party acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except the covenants and agreements embodied in this contract. No agreement, statement, or promise not contained in this contract shall be valid or binding between the parties with respect to the subject of this contract.

B. Severability. If any part of this contract is declared invalid for any reason, this ruling shall not affect the validity of the rest of the agreement. The other parts of the agreement shall remain in effect as if the agreement had been executed without the invalid part, unless such interpretation materially alters this contract. The parties declare that they intend and desire that the remaining parts of the agreement continue to be effective without any part or parts that have been declared invalid.

C. Effect of Captions. Captions in this contract are for convenience and reference only. The words in the captions in no way explain, modify, amplify, or interpret this contract.

3. Disclaimers and Limitations of Liabilities

A. No Legal Advice. The Site is made available for general informational purposes only, and is not intended to constitute specific legal advice or to be a substitute for advice from qualified counsel. Without limiting the foregoing, the Site may not reflect recent developments in the law, may not be complete, and may not be accurate in or applicable to your jurisdiction. Because the Site is general in nature and may not pertain to your specific circumstances, you should not act or refrain from acting based on the Site without first obtaining advice from professional counsel qualified in the applicable subject matter and jurisdictions.

B. No Tax Advice (Required Tax Disclosure - Circular 230): Any tax information presented on the Site is not intended to constitute a complete analysis of all tax considerations. Internal Revenue Service regulations generally provide that, for the purpose of avoiding United States federal tax penalties, a taxpayer may rely only on formal written opinions meeting specific regulatory requirements. The information presented on the Site does not meet those requirements. Accordingly, such information is not intended or written to be used, and a taxpayer cannot use it, for the purpose of avoiding United States federal or other tax penalties or for the purpose of promoting, marketing, or recommending to another party any tax-related matters.

C. No Attorney-Client Relationship. ZIA has a policy of entering into attorney-client relationships with its clients only in accordance with certain procedures which include executing an engagement letter and addressing professional responsibility conflicts as required by the State Bar of California. You agree that your access of the Site or your transmission of electronic mail to addresses on the Site does not create an attorney-client relationship between you and ZIA.

D. No Advertising or Solicitation. The Site is not intended to be an advertisement or solicitation.

E. No Warranty of Results. The Site may contain descriptions of matters in which ZIA successfully represented its clients. The results of these matters were dependent on their specific circumstances, and are in no way intended to be predictive of future results, even in similar circumstances, or offer any type of guarantee or assurance of outcome. Information pertaining to ZIA clients may not reflect the opinions of such clients.

F. No Warranties. THE SITE IS PROVIDED TO YOU "AS IS." YOUR ACCESS AND USE OF THE SITE IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY THE LAW AND RULES OF PROFESSIONAL RESPONSIBILITY IN THE APPLICABLE JURISDICTION, ZIA DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, QUIET ENJOYMENT, AND UNINTERRUPTED OR ERROR FREE OPERATION.

G. Disclaimer of Liability. TO THE EXTENT PERMITTED BY THE LAW AND RULES OF PROFESSIONAL RESPONSIBILITY IN THE APPLICABLE JURISDICTION, ZIA DISCLAIMS LIABILITY FOR ANY LOST PROFITS OR INCOME, LOST BUSINESS, OR LOST DATA, OR FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THE SITE.

H. Authorized Jurisdictions; Certifications. Each ZIA attorney is licensed to practice only in those jurisdictions set forth in that attorney’s profile on the Site. Except as specifically stated, each ZIA attorney is not certified (including as a specialist) by any professional or government authority. The listing of ZIA attorneys in practice groups is not intended to indicate any professional or governmental certification.

I. Sensitive Communications. You agree that electronic mail sent by you to ZIA will not be treated as confidential or invoke an attorney-client privilege; provided, however, that if you are an existing client of ZIA and you send an electronic mail to ZIA pertaining to a matter in which ZIA then represents you, such electronic mail may be entitled to be treated as confidential or privileged. Notwithstanding the foregoing, you acknowledge that electronic mail and the Internet are generally insecure forms of communication, and ZIA cannot guarantee the confidentiality of any electronic mail sent to or received by it or any information submitted by you to ZIA through the Site.

J. Defamation Disclaimer. By viewing and using the Site, you agree to waive any claims of defamation, libel, slander, or slander per se against ZIA, its attorneys, partners, affiliates, shareholders, owners, directors, officers, co-branders, subsidiaries, parents, employees and agents and are hereby advised that the Site may contain negative opinions or references that may be true or untrue, with which you may agree or disagree. Everything and anything contained on the Site is purely opinion, even if the statement has factual information embedded in it. No information at the Site is absolute. In any event, if a claim is brought against ZIA, all parties to the action agree to indemnify and hold harmless, ZIA, its attorneys, partners, affiliates, shareholders, owners, directors, officers, co-branders, subsidiaries, parents, employees and agents as stated more fully under the indemnity section.

K. Third Party Information. ZIA may hyperlink to or otherwise make third party information available on the Site. This is done solely for the purposes of convenience. ZIA does not endorse or approve of any such third party information or such third parties.

L. Accuracy of Information. We attempt to ensure that information on the Site is complete, accurate, and current. Despite our efforts, the information on the Site may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or currentness of any information on this Site.

4. Indemnification

You agree to indemnify, defend, and hold harmless ZIA, its attorneys, partners, affiliates, shareholders, owners, directors, officers, co-branders, subsidiaries, parents, employees and agents, from any claim, demand, liability, dispute, damage, cost, expense, or loss, including reasonable attorneys’ fees and costs of litigation, arising out of, or in any way connected with your use of or access to the Site, your use of the content on the Site, your linking to the Site, or your violation of these Terms.

5. Prohibited Use of the Site

You may not under any circumstance:

Send unsolicited commercial email to the email addresses provided on the Site (spam, chain emails, advertising solicitations and similar email solicitations are expressly prohibited);

Delete, modify, or attempt to change or alter any of the content on the Site;

Use any device, software, or routine that interferes with the proper functioning of the Site or servers or networks connected to the Site, or take any other action that interferes with other parties' use of the Site;

Use the Site or its content, intentionally or unintentionally, in any manner inconsistent with or in violation of any applicable laws or regulations or in violation of the rules of any other website providers, websites, chat rooms or the like, including, without limitation, laws regarding import/export of technical data by virtue of your online transmission;

Use any "robot", "spider" or other automatic or manual device or process for the purpose of compiling information on the Site for purposes other than for a generally available search engine; or

Use any ZIA names, service marks, or trademarks without our prior written consent, including without limitation as metatags or hidden text.

6. Links

A. Links to Third Party Websites. The Site may contain links to other websites on the Internet that are owned and operated by third parties. You acknowledge that ZIA is not responsible for the operation of or content located on or through any such website.

B. Linking to the Site. Unless otherwise set forth in a written agreement between you and ZIA, you must adhere to ZIA’s linking policy as follows:

The appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with the ZIA name;

The appearance, position, and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with ZIA;

When selected by a user, the link must display the Site on full screen and not within a "frame" on the linking website;

Links that point to the URL [http://www.zia-law.com] and adhere to ZIA’s linking policy do not require written permission. Requests for permission to link to any other pages within the Site must be made in writing;

ZIA reserves the right to revoke its consent to the link at any time and in its sole discretion.

7. Enforcement and Remedies

A. Violation of Rules and Regulations. ZIA reserves the right to seek all remedies available by law and in equity for violations of the rules and regulations set forth in the Site, including the right to block access from a particular Internet address to the Site.

B. Attorneys' Fees. If any party to this contract resorts to litigation to enforce or interpret any provision of this contract, you agree to pay for, and ZIA shall be entitled to recover, reasonable attorneys’ fees in addition to any other relief to which ZIA may be entitled. This provision applies to the entire contract.

8. Modification and Termination

A. Modifications to Terms. ZIA may change these Terms from time to time. Your continued use of the Site following the posting of any changes to the Terms constitutes your acceptance of those changes. If you object to any provision of these Terms or any subsequent modifications to these Terms or become dissatisfied with the Site in any way, your only recourse is to immediately terminate use of the Site.

B. Termination of Site/Modifications to Site. ZIA reserves the right to modify or terminate these Terms or your access to the Site (or portions of the Site), temporarily or permanently, with or without notice to you, and is not obligated to support or update the Site. You acknowledge and agree that ZIA will not be liable to you or any third party in the event that ZIA exercises its right to modify or terminate access to the Site (or portions of the Site). Unless explicitly stated otherwise, any new features that augment or enhance the current Site will be subject to these Terms.

9. Privacy Policy

ZIA respects the privacy of the visitors to the Site. This privacy policy section tells you when this privacy policy is effective, what information we collect from you, how we might use it, how you can review or change the personal information you provided to us, how we may change this privacy policy, and the steps we take to ensure that your personal information is protected.

A. Agreement to Privacy Policy. All activities in which you may engage on the Site are voluntary. You are not required to provide any personal information to us unless you choose to access features on the Site which require the information. If you do not agree with these Terms, then please do not provide us with personal information, immediately exit the Site, and discontinue using the Site.

B. Effective Date of Privacy Policy. This privacy policy is effective as of the "last updated" date found at the beginning of the Terms, and will remain in effect except with respect to any of its provisions that are changed in the future, in which case the changes will become effective on the date they are posted on the Site or we otherwise notify you of the changes.

C. Changes to Privacy Policy. We reserve the right to change this privacy policy at any time. Changes, modifications, additions, or deletions will be effective immediately on their posting to the Site. You should check this privacy policy periodically as its terms may change from time to time. Your continued use of the Site after we post any such modifications will constitute your acknowledgment of the modified privacy policy and your agreement to abide and be bound by the modified privacy policy. We will also revise the "last updated" date found at the beginning of the Terms when we post changes to it.

D. Scope of Privacy Policy. This privacy policy does not extend to anything that is inherent in the operation of the Internet, and therefore beyond ZIA’s control, and is not to be applied in any manner contrary to applicable law or governmental regulation. It only applies to information ZIA collects from users of the Site. It does not apply to information received by ZIA from you in the course of an attorney-client relationship, or received or collected by ZIA offline or through any other means.

E. Personal Information We May Collect. In general, you may use the Site without providing any information that personally identifies you (hereinafter "personal information"). However, you may choose to provide personal information to us. Such information may include, but is not limited to, items such as your name, address, e-mail address, telephone number, credit card or debit card number, employer’s name, and your job title. You may be required to provide personal information to access or use certain parts of the Site or features of the Site. If you do not provide the requested personal information, you may not be able to access or use the features of the Site where such information is requested.

F. How We May Use Personal Information. We use your personal information for the purposes for which it was submitted by you to us.

G. General Information We May Collect. There may be other instances in which we collect information from you that does not personally identify you and is more general in nature (hereinafter "general information"). Such general information may be collected from you whenever you access the Site, whether or not you provide us with any personal information.

Visitor Information. When you use the Site, we may collect general information including, but is not limited to, your Internet Protocol (IP) address, Internet service provider, connection speed, referrer, browser, browser settings, operating system, screen resolution, screen color, Adobe Flash version, language, duration of your visit to the Site, and number of pages you viewed during your visit to the Site.

Cookies. We may use cookies to gather general information about your visits to the Site. A cookie is a small string of information that the Site transfers to your computer for identification purposes. Cookies are stored on your hard drive, not on our servers. A cookie cannot read data off your hard disk or read cookie files created by other websites. You can turn off all cookies, in case you prefer not to receive them. You can also have your computer warn you whenever cookies are being used. For both options you have to adjust your browser settings. There are also software products available that can manage cookies for you. Please be aware, however, that when you choose to reject cookies, this choice may limit the functionality of the Site and you may lose access to some of its features

H. How We May Use General Information.

Visitor Information. When you use the Site, we may collect general information including, but is not limited to, your Internet Protocol (IP) address, Internet service provider, connection speed, referrer, browser, browser settings, operating system, screen resolution, screen color, Adobe Flash version, language, duration of your visit to the Site, and number of pages you viewed during your visit to the Site.

Cookies. We may use cookies to gather information about your visits to the Site and enhance your experience. Cookies can be used to follow your activity on the Site and that information helps the Site understand your preferences and improve your website experience. Cookies are also used for such activities as remembering your username and password, if you use such a feature on the Site.

I. Security

Security Measures. In order to protect both the personal information and the general information that we receive from you through the Site, we use commercially reasonable security measures designed to protect against unauthorized access to personal information under our control.

Risk of Interception. Please keep in mind that whenever you give out personal information online there is a risk that third parties may intercept and use that information. While ZIA strives to protect your personal information and privacy, we cannot guarantee the security of any information you disclose online. By using the Site, you expressly acknowledge and agree that we do not guarantee the security of any data provided to or received by us through the Site and that any personal information, general information, or other data or information received from you through the Site is provided to us at your own risk, which you expressly assume.

J. No Use of the Site by Persons Under 18 Permitted

Registration Declined.ZIA intends only persons who are 18 years or older to use the Site. Personal registration information submitted by a person under the age of 18 will not be accepted. Any general information provided by a person under the age of 18 and gathered (for example, through the use of cookies) during his or her visit may be used as indicated in this privacy policy (see General Information We May Collect). ZIA is committed to protecting the privacy of children and has no intention of collecting personal data from children under the age of 18. We encourage parents and guardians of children under 18 to regularly check and monitor their children’s use of e-mail and other activities online.

Notice Concerning Children. The Site is not directed to, nor intended for use by, children under 13 years of age. We understand and are committed to respecting the sensitive nature of children’s privacy online. If we learn or have reason to suspect that a Site user is under age 13, we will promptly delete any personal information in that user’s account.

K. Third Parties

Disclosing Information to Third Parties.Other than for purposes described in this privacy policy, we do not sell, trade, or otherwise transfer your personal information or general information to third parties without informing you in advance. We provide some of our services through agreements with affiliates, services providers, partners, marketing services, and other third parties (collectively, "service partners"). Our service partners may use your personal or general information to operate our Sites and to deliver their services. These service partners will only use your data for the purpose of carrying out the work as agreed with us and will be required to keep the information confidential. We will encourage our service partners to adopt and post privacy policies. However, the use of your personal information by our service partners is governed by the privacy policies of those service partners and is not subject to our control.

Release of Information. ZIA will release personal or general information without your consent for security purposes, when required by law, or to prevent imminent harm to any person or entity. We will disclose personal or general information upon receipt of a court order or subpoena, or to cooperate with a law enforcement investigation, which may include responding to requests and court orders from jurisdictions outside the United States. We fully cooperate with law enforcement agencies in identifying those who use our services for illegal activities. We reserve the right to report to law enforcement agencies any activities that we in good faith believe to be unlawful, as determined in our sole discretion. Release of your personal data for security purposes, as described in this agreement to any person or entity under any circumstances shall be based on a determination made solely by us, exercising our own discretion, permission for which is expressly granted by you to us in accordance with this privacy policy.

Links to Third Parties. For your convenience and to improve the usage of the Site we may insert links to third parties on the Site. This privacy policy does not apply to such third party websites. These links take you outside our service and off the Site and are beyond our control. This includes links from partners that may use ZIA’s logos as part of a co-branding agreement. The websites those links can take you to have their own separate privacy policy and although we seek to protect the integrity of our Site, ZIA is not liable for the content and activities of those websites. Your visits and access to such websites is at your own risk. Please note that those other websites may send their own cookies to users, collect data, or solicit personal information.

L. Sale or Transfer of Information. In the event of a sale, merger, liquidation, dissolution, or transfer of part of the business, trade or assets of ZIA and/or any of its individual affiliates, all personal information collected about you via the Site may be sold, assigned, or transferred to the party acquiring all or substantially all of the equity or assets or business of ZIA and/or our affiliates. By using the Site, you consent to the sale and transfer of your information as described in this paragraph.

M. Deleting or Modifying Personal Information. You may delete or modify your personal information on the Site at anytime by sending your request via e-mail to legal@zia-law.com.

10. Governing Law

A. Forum Selection. Any legal action, court proceeding, or arbitration, to construe or enforce this contract or otherwise to resolve any dispute between the parties based on this contract, shall be commenced and maintained in an appropriate court or other forum in San Jose, California.

B. Choice of Law. This contract shall be deemed to have been entered into in California, and all questions of the validity, interpretation, or performance of any of its terms or of any rights or obligations of the parties to this contract shall be governed by California law without regard to conflict of laws principles.

C. Service of Suit. In the event that you breach this contract, you agree that, at the request of ZIA, you will submit to the personal jurisdiction of any entity (e.g., arbitrator(s)) allowed by this contract.

11. Site Content

A. Protected Content. Content, including but not limited to text, software, music, sound, photographs, trademarks, service marks, logos, video, graphics or other material contained on the Site or in commercially produced information presented to you through the Site (hereinafter "Content") is protected by copyright, trademarks, service marks, Site marks, patents or other proprietary agreements and laws (hereinafter, collectively, "Intellectual Property Rights") and you are only permitted to use Content as expressly authorized herein or in writing by ZIA. These Terms do not transfer any right, title, or interest in the Site or the Content to you, and ZIA and its third party licensors retain all of its and their respective right, title, and interest to the Site and Content.

B. Use of Site Content. Except as provided in these Terms, you may not use, download, upload, copy, modify, print, display, perform, reproduce, publish, license, rent, lease, loan, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any Content or information from the Site, in whole or in part, including without limitation by way of framing or hyper-linking, without the express permission of ZIA. Requests for such permission should be made to legal@zia-law.com.

C. No License or Right to Intellectual Property Rights. Except as expressly provided in these Terms, nothing contained in these Terms or on the Site shall be construed as conferring any other license or right, expressly, by implication, by estoppel or otherwise, under any of ZIA’s Intellectual Property Rights or under any third party's Intellectual Property Rights. Any rights not expressly granted herein are reserved.

D. Copyright Infringement. In accordance with the Digital Millennium Copyright Act ("DMCA") http://lcweb.loc.gov/copyright, ZIA has designated an agent to receive notifications of alleged copyright infringement associated with the Site. ZIA will, upon receiving proper notice as set forth below, use commercially reasonable efforts to remove or disable access to any such material as set forth in the DMCA. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify ZIA’s copyright agent: legal@zia-law.com.

When notifying ZIA of the alleged copyright infringement, please include all of the following information:

A physical or electronic signature of a person authorized to act on behalf of the copyright owner;

Identification of the copyrighted work claimed to have been infringed;

Identification of the material that is claimed to be infringing and information reasonably sufficient to locate the material;

Information reasonably sufficient to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;

A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If material is believed in good faith by ZIA to infringe a copyright or otherwise violate any intellectual property rights, ZIA will remove or disable access to any such material. If you believe that a notice of copyright infringement has been wrongly filed against you and you would like to submit a counter-notification, you may file a Counter Notification in Response to Claim of Copyright Infringement with ZIA’s copyright agent. You may want to seek independent legal counsel before filing a notification or counter-notification.

12. Prohibited Uses

You will not use the Site in violation of any applicable law. Without limiting the foregoing, you will not use the Site in connection with:

The infringement of Intellectual Property Rights including ZIA’s rights in its marks and its articles and alerts;

You will not violate, attempt to violate, or knowingly facilitate the violation of the security (including access control or authentication systems) or integrity of the Site.

13. Limitation of Actions

A. Limitation of Actions Brought Against ZIA. You agree that any claim or cause of action arising out of your use of the Site or these Terms must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by ZIA to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

B. No Waiver of ZIA’s Right to Act. ZIA’s failure to act with respect to a breach by any person using the Site does not constitute a waiver of its right to act with respect to subsequent or similar breaches.

14. Acknowledgment

You acknowledge (a) that you have read and understood these Terms; and (b) that these Terms have the same force and effect as a signed agreement.